Resolution Mandatory in Form 23

Hello Professional Colleagues,

While filing Form 23 for re-appointment of MD in public ltd. unlisted co., resolution along with explanatory statement u/s 173 is mandatorily required.

But if the re-appointment is made in Board Meeting subject to approval of members in ensuing GM, then can in this option Board Resolution be attached witn no explanatory statement?

I don't think so that it is compulsory to hold GM and then re-appoint MD?

Please clarify.